How to Dissolve a Business in New York: LLCs and Corporations

Expedited processing is available for an additional fee. 

Step 5: Wind up the corporation's affairs

Winding up should be underway before and during the filing process. It means collecting debts owed to the corporation, completing or closing out pending contracts, and paying or making reasonable provision for all known creditors and liabilities. 

Corporations can provide notice to known creditors and establish a claims deadline, a "bar date" after which late claims may be barred. Once creditors are satisfied or provided for, you may begin to distribute remaining assets to shareholders according to their ownership interests and keep written records of each distribution.

Step 6: Cancel licenses, permits, and accounts

You’ll need to cancel all associated business matters: 

• State and local business licenses
• Your New York sales tax Certificate of Authority
• Any professional licenses tied to the corporation
• Any assumed name certificates (DBA filings) filed with county clerks

Also take steps to close payroll accounts with the Department of Labor and file final payroll returns. You should also close all of your business bank accounts once outstanding checks have cleared and every financial obligation is resolved.

Step 7: File final tax returns

At the state level, mark your Form CT-3 (or CT-3-A/BC) as "final" and file it with the Department of Taxation and Finance. Close withholding and sales tax accounts, and file final returns for each. 

At the federal level, you’ll also need to mark your last tax return as final and file Form 966, Corporate Dissolution or Liquidation, with the IRS if you adopt a resolution or plan to dissolve or liquidate. Make sure to notify the IRS to close the corporation's EIN account once all final returns have been accepted.

New York dissolution fees, processing times, and what can cause delays

Dissolution costs

The state filing fee is $60 for both the articles of dissolution (for LLCs) and the certificate of dissolution (for corporations). Expedited processing is available, with options as quick as two-hour processing. 

Always verify current rates on the DOS website, and pay the expedited fee with a separate check, money order, or Credit Card/Debit Card Authorization Form. Do not combine it with the base filing fee.

Mark envelopes submitted for expedited processing with "Expedited Processing" on the outside.

How long dissolution takes, and what can slow it down

For standard filings, processing time runs approximately 120 days. Expedited paper filings typically run about seven days.

For corporations, the DOS processing time is only part of the picture, because the Tax Department consent step adds its own timeline. Allow at least two weeks for that, potentially longer if franchise tax issues need to be resolved first.

Common causes of rejection or delay include:

• Missing or defective Tax Department consent (corporations). File without it and the DOS will not accept the filing.
• Name discrepancy. The entity name and formation date on the form must exactly match DOS records. Verify on the DOS entity search database before preparing any forms.
• Unsigned or incorrectly completed forms. Review every field before submitting. The Department of State does not immediately notify filers of deficiencies.
• Incorrect or missing payment. The wrong fee amount, an unsigned check, or a combined payment for base and expedited fees instead of two separate payments can hold up processing.
• Outstanding biennial statement obligations. All required biennial statements must be current and any outstanding fees or penalties resolved before the state will accept a dissolution filing.